Announcement • Dec 24
Pearl Holdings Acquisition Receives Nasdaq Non-Compliance Notice of Business Combination Pearl Holdings Acquisition Corp. (the Company") received a letter from the staff (the Staff") of the Nasdaq Stock Market LLC (Nasdaq") dated as of December 16, 2024, as amended as of December 19, 2024, indicating that, as a result of the Company's failure to complete one or more business combinations by December 14, 2024, the effective date of the Company's IPO registration statement, the Company did not comply with the requirements of Nasdaq IM 5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of the its IPO registration statement. As a result, the Company's ordinary shares, units and warrants (the Securities") became subject to delisting. On December 23, 2024, Nasdaq suspended trading in the Securities and indicated that a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Securities from listing and registration on Nasdaq. Pursuant to Nasdaq's procedures, the Company may appeal the Staff's determination. However, the Staff may only reverse its delisting determination if it finds it made a factual error in applying Rule 5101-2 and that the Company never failed to satisfy the requirement set in Rule 5101-2. The Company does not intend to exercise its right to appeal. Some or all of the Securities may be quoted on an over-the-counter market following the suspension of trading on The Nasdaq Global Market and delisting. However, as a result of the suspension and delisting of the Securities from Nasdaq, the Company and the holders of the Securities will face significant material adverse consequences, including: the Company being less attractive to potential business combination targets and therefore making it more difficult for the Company to complete a business combination; a decreased ability to issue additional securities or obtain additional financing in the future; a limited availability of market quotations for the Securities, even if the Securities were to be quoted on an over-the-counter market; reduced liquidity and demand for the Securities, particularly when taking into account the exercise by the Company's public shareholders of redemption rights with respect to a large number of the Company's ordinary shares in connection with the Company's extension of time to complete a business combination; determination that the Company's ordinary shares are a penny stock" which will require brokers trading in the ordinary shares to adhere to more stringent rules and could result in a further reduced level of trading activity in the secondary trading market for the securities; greater difficulty and cost at being able to satisfy any applicable stock exchange's initial listing requirements for the post-business combination company; the Securities no longer qualifying as covered securities" under the NSMIA, meaning that sales of the Securities would be subject to regulation in each state in which that sale occurs, including in connection with our business combination, which may negatively impact our ability to consummate our initial business combination or to otherwise issue additional securities or obtain additional financing in the future and could negatively impact the ability of our security holders to trade, and result in further reduced liquidity and demand for, the Securities; and a limited amount of news and analyst coverage. Announcement • Nov 16
Pearl Holdings Acquisition Corp announced delayed 10-Q filing On 11/15/2024, Pearl Holdings Acquisition Corp announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Aug 15
Pearl Holdings Acquisition Corp announced delayed 10-Q filing On 08/14/2024, Pearl Holdings Acquisition Corp announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • May 23
Pearl Holdings Acquisition Regains Compliance with the Nasdaq Listing Rules As previously disclosed, on May 13, 2024, Pearl Holdings Acquisition Corp. (the ‘Company’) received a written notice from the Listing Qualifications Department (the ‘Staff’) of The Nasdaq Stock Market LLC (‘Nasdaq’) that the Company had failed to meet certain continued listing standards with respect to its (i) Class A ordinary shares, par value $0.0001 per share (the ‘Class A Ordinary Shares’), (ii) warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share (the ‘Warrants’), and (iii) units, each consisting of one Class A Ordinary Share and one-half of one Warrant (the ‘Units’, and collectively with the Class A Ordinary Shares and the Warrants, the ‘Securities’) under Nasdaq Listing Rule 5452 for special purpose acquisition companies that qualified for listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5406. As a result, the Securities would be suspended from The Nasdaq Global Market on May 22, 2024, and a Form 25 would be filed with the Securities and Exchange Commission, which would remove the Securities from listing and registration on Nasdaq. Class A Ordinary Shares: Subsequently, the Company evaluated its ability to meet the initial listing standards under a different listing standard, Nasdaq Listing Rule 5405. On May 21, 2024, the Staff determined that the Company demonstrated compliance with the initial listing requirements under Listing Rule 5405, with respect to the Class A Ordinary Shares. Accordingly, the Company has regained compliance with the Nasdaq Listing Rules, with respect to the Class A Ordinary Shares. As a result, the Company’s Class A Ordinary Shares will not be suspended from The Nasdaq Global Market on May 22, 2024, and will remain listed on The Nasdaq Global Market, subject to the Company’s continued compliance with the applicable listing standards. Announcement • May 19
Pearl Holdings Acquisition Receives a Written Notice from the Listing Qualifications Department of the Nasdaq Stock Market On May 13, 2024, Pearl Holdings Acquisition Corp. (the ‘Company’) received a written notice from the Listing Qualifications Department (the ‘Staff’) of The Nasdaq Stock Market LLC (‘Nasdaq’) that trading of the Company’s (i) Class A ordinary shares, par value $0.0001 per share (the ‘Class A Ordinary Shares’), (ii) warrants, each exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share (the ‘Warrants’), and (iii) units, each consisting of one Class A Ordinary Share and one-half of one Warrant (collectively with the Class A Ordinary Shares and the Warrants, the ‘Securities’), would be suspended from The Nasdaq Global Market on May 22, 2024, pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(C), and a Form 25 would be filed with the Securities and Exchange Commission, which would remove the Securities from listing and registration on Nasdaq. Nasdaq’s basis for the determination is that the Company’s average Market Value of Publicly Held Shares was below $40,000,000 for at least the last 30 consecutive trading days ending April 16, 2024, and therefore no longer in compliance with the continued listing requirements under Nasdaq Listing Rule 5452 for special purpose acquisition companies that qualified for listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5406. In addition, as a separate and additional basis for delisting the Warrants, Nasdaq referred to its notice on June 14, 2023, which was previously reported by the Company on a Form 8-K, that the Company was not in compliance with Nasdaq Listing Rule 5452(b)(C), due to the Company’s failure to maintain the minimum of $1,000,000 in aggregate market value of its outstanding Warrants. The Company currently intends to appeal the Staff’s determination by timely requesting a hearing in front of a Nasdaq Hearings Panel. Pursuant to Nasdaq Listing Rule 5452, a hearing request will not stay the suspension or delisting of the Securities, and the Company may not be successful in its appeal. The Company is currently assessing the possibility of remaining listed on either The Nasdaq Global Market and/or other Nasdaq markets by being able to satisfy other listing standards under the Nasdaq Listing Rules, as well as considering other listing alternatives, however the Company may not be successful in remaining listed (or, if delisted, in becoming relisted) on Nasdaq or any other securities exchange. Announcement • May 17
Pearl Holdings Acquisition Corp announced delayed 10-Q filing On 05/15/2024, Pearl Holdings Acquisition Corp announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 
